Current Report Filing (8-k)
September 04 2019 - 9:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 4, 2019 (August 30, 2019)
MJ Holdings, Inc.
(Exact name of registrant as specified
in its charter)
Nevada
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333-167824
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20-8235905
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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1300 South Jones Blvd., Las Vegas,
NV 89146
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: 702-879-4440
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 30, 2019, MJ Holdings, Inc. (the “Company”)
entered into a definitive material agreement with Element NV, LLC, an Ohio limited liability company (“Element”) for
Element to acquire forty-nine percent (49%) of the membership interests in Red Earth, LLC (“Red Earth), a Nevada limited
liability company and wholly owned subsidiary of the Company for $441,000 and $4,559,000 of additional capital contributions for
infrastructure and operating expenses. Red Earth is the holder of a State of Nevada Marijuana Cultivation Facility License and
City of Las Vegas Recreational Cultivation Facility Business License. The membership interest purchase agreement (the “MIPA”)
requires Element to make an additional $3,559,000 payment to be deposited into a segregated execution fund to be utilized for the
improvement and build-out of the Company’s Western Avenue leasehold located in Las Vegas, NV. The payment is due within ten
(10) days of the receipt by Red Earth of a special use permit (“SUP”) from the City of Las Vegas allowing us to grow
marijuana at our Western Avenue facility. The Las Vegas City Council has set the matter for review and approval on October 8, 2019.
Element, in conjunction with the Company, will jointly manage and operate the facility upon completion. The MIPA also requires
Element to make a final payment to the Company in the amount of $1,000,000 between 90 days and 180 days of issuance of the SUP
to be utilized for the on-going maintenance and use of the facility. Additionally, Element has a first refusal right to fund and
build a 40,000 sq. ft. indoor cultivation facility at the Company’s Amargosa Valley farm or other mutually agreeable location,
the terms of which are to be negotiated in good faith upon the exercise of any rights granted to Element in the MIPA.
Element is led by its African American founders and majority-owners,
Herb Washington and Nkechi Iwomi. Mr. Washington and Ms. Iwomi formed Element to be a leader in shifting the present paradigm in
license-limited, merit-based commercial cannabis markets where a truly minority-owned company can be long-term operators. Leveraging
their individual successes in Ohio’s commercial cannabis industry, Mr. Washington and Ms. Iwomi bring their experienced team
of engineers, and their own hard-earned capital, to develop the Red Earth indoor cultivation facility in its coveted Las Vegas
location.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 4, 2019
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MJ HOLDINGS, INC.
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By:
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/s/ Paris Balaouras
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Paris Balaouras
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Chief Executive Officer
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2
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